Pinnacle Financial Partners Announces Agreement to Acquire BNC Bancorp

January 23, 2017 Safe Harbor Statements

Forward Looking Statements All statements, other than statements of historical fact, included in this communication, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking including statements about the benefits to Pinnacle Financial Partners, Inc. (“Pinnacle Financial”) and BNC Bancorp (“BNC”) of the proposed merger, Pinnacle Financial’s and BNC’s future financial and operating results (including the anticipated impact of the merger on Pinnacle Financial’s and BNC’s earnings and tangible book value) and Pinnacle Financial’s and BNC’s plans, objectives and intentions. All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Pinnacle Financial and BNC to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others:

• deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; • continuation of the historically low short-term interest rate environment; • the inability of Pinnacle Financial, or entities in which it has significant investments, like Bankers Healthcare Group, LLC (“BHG”), to maintain the historical growth rate of its, or those entities’, loan portfolio; • changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; • effectiveness of Pinnacle Financial’s asset management activities in improving, resolving or liquidating lower-quality assets; • increased competition with other financial institutions; • greater than anticipated adverse conditions in the national or local economies including the Nashville-Davidson-Murfreesboro-Franklin Metropolitan Statistical Area, or MSA, the Knoxville MSA, the Chattanooga, TN-GA MSA and the Memphis, TN-MS-AR MSA, particularly in commercial and residential real estate markets; • rapid fluctuations or unanticipated changes in interest rates on loans or deposits; • the results of regulatory examinations; • the ability to retain large, uninsured deposits; • a merger or acquisition like the proposed merger with BNC; • risks of expansion into new geographic or product markets, like the proposed expansion into certain MSAs in the states of North Carolina, South Carolina and Virginia in connection with the proposed BNC merger; • any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets; • reduced ability to attract additional financial advisors (or failure of those advisors to cause their clients to switch to Pinnacle Bank), to retain financial advisors or otherwise to attract customers from other financial institutions; • further deterioration in the valuation of other real estate owned and increased expenses associated therewith; • inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels; • risks associated with litigation, including the applicability of insurance coverage; • the risk that the cost savings and any revenue synergies from the proposed BNC merger and Pinnacle Financial’s recently completed mergers may not be realized or take longer than anticipated to be realized; • disruption from the proposed BNC merger with customers, suppliers or employee or other business partners relationships; • the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with BNC; • the risk of successful integration of BNC’s business and the businesses Pinnacle Financial recently acquired with Pinnacle Bank’s business; • the failure to obtain the necessary approvals from BNC’s or Pinnacle Financial’s shareholders in connection with the BNC merger; • the amount of the costs, fees, expenses and charges related to the BNC merger; • the ability to obtain required government approvals of the proposed terms of the BNC merger; • reputational risk and the risk of adverse reaction of our, Pinnacle Bank’s, BNC’s and BNC Bank’s customers suppliers, employees or other business partners to the proposed BNC merger; • the failure of the closing conditions of the BNC merger to be satisfied and any unexpected delay in closing the BNC merger; • the risk that the integration of our and BNC’s operations and the operations of the companies Pinnacle Financial recently acquired with Pinnacle Bank’s operations will be materially delayed or will be more costly or difficult than expected; • the possibility that the BNC merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; • the dilution caused by the issuance of additional shares of Pinnacle Financial’s common stock in the BNC merger or related to the BNC merger; • general competitive, economic, political and market conditions; • approval of the declaration of any dividend by Pinnacle Financial’s board of directors; • the vulnerability of Pinnacle Bank’s network and online banking portals to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; • the possibility of increased compliance costs or modifications to Pinnacle Financial’s business plan or the business plan of entities in which Pinnacle Financial or Pinnacle Bank has made an investment as a result of increased regulatory oversight, including oversight of companies in which Pinnacle Financial or Pinnacle Bank has significant investments, and the development of additional banking products for Pinnacle Bank’s corporate and consumer clients; • the risks associated with Pinnacle Financial and Pinnacle Bank being a minority investor in BHG, including the risk that the owners of a majority of the membership interests in BHG decide to sell the company if not prohibited from doing so by the terms of Pinnacle Financial’s and Pinnacle Bank’s agreement with them; • the possibility that the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets will exceed current estimates; and • changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers (like BHG), including regulatory or legislative developments.

Additional factors which could affect the forward looking statements can be found in Pinnacle Financial’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, or BNC’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Pinnacle Financial and BNC disclaim any obligation to update or revise any forward-looking statements contained in this presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

2 Safe Harbor Statements

Additional Information About the Proposed Transaction and Where to Find It

Investors and security holders are urged to carefully review and consider each of Pinnacle’s and BNC’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Pinnacle with the SEC may be obtained free of charge at Pinnacle’s website at www.pnfp.com, under the heading “About Pinnacle” and the subheading “Investor Relations,” or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Pinnacle by requesting them in writing to Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201, Attention: Investor Relations, or by telephone at (615) 744-3700. The documents filed by BNC with the SEC may be obtained free of charge at BNC’s website at www.bncbanking.com under the “Investor Relations” section, or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from BNC by requesting them in writing to BNC Bancorp, 3980 Premier Drive, Suite 210, High Point, North Carolina 27265, Attention: Investor Relations, or by telephone at (336) 869-9200. In connection with the proposed transaction, Pinnacle intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of BNC and Pinnacle and a prospectus of Pinnacle, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of BNC and Pinnacle are urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the shareholders of each institution seeking the required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from Pinnacle or BNC as described in the paragraphs above. This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Participants in the Solicitation

Pinnacle, BNC, and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Pinnacle’s and BNC’s shareholders in connection with the proposed transaction. Information about the directors and executive officers of Pinnacle and their ownership of Pinnacle common stock is set forth in the definitive proxy statement for Pinnacle’s 2016 annual meeting of shareholders, as previously filed with the SEC on March 10, 2016, and other documents subsequently filed by Pinnacle with the SEC. Information about the directors and executive officers of BNC and their ownership of BNC common stock is set forth in the definitive proxy statement for BNC’s 2016 annual meeting of shareholders, as previously filed with the SEC on April 6, 2016, and other documents subsequently filed by BNC with the SEC. Shareholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the paragraphs above.

Non-GAAP Financial Matters This presentation also contains certain non-GAAP financial measures for one or both of Pinnacle Financial or BNC, including, without limitation, earnings per diluted share, efficiency ratio, return on average assets, return on average tangible common equity, and tangible common equity to tangible assets, in each case excluding the impact of expenses related to gain or loss on sale of investments, merger-related charges and other matters for the accounting periods presented, the impact of goodwill and core deposit intangibles associated with Pinnacle Financial’s and BNC’s prior acquisitions or investments and, in the case of BNC, amortization of intangibles, net, loss of extinguishment of debt, insurance settlements,. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies. Pinnacle Financial and BNC each believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial and BNC each believes that the presentation of this information allows investors to more easily compare its results to the results of other companies.

3 Overview of the Transaction

 Expands footprint into urban markets in the Carolinas and Virginia Strategically Compelling  Combines two high performing, commercially focused companies  Consistent with PNFP’s articulated M&A strategy

 Deepens management Builds Upon Strengths  Diversifies into additional high growth markets  Expands ability to continue attracting high profile talent

 Significant accretion to EPS Financially Attractive  Accretive to tangible book value; no tangible book earnback period  Additive to capital ratios with anticipated Tier 1 capital raise

 Management continuity Mitigated Risks  Both firms have strong credit cultures and exceptional credit metrics  Significant acquisition integration experience

4 Creating the Premier Southeast Franchise

 Four-state banking footprint across desirable Southeast Markets

. $11.2 billion financial holding company  Meaningful presence in large, high growth, . $7.4 billion bank holding company – Headquartered in Nashville, TN metropolitan markets – Headquartered in High Point, NC (Greensboro – Founded in 2000 MSA) – Founded in 1991  Combination of two profitable franchises, creating . An urban community bank one of the most profitable banks in the country . Footprint covers key locations in North – All the sophistication of a larger regional bank Carolina, South Carolina and Virginia with the hands-on, friendly, personal service Charlotte, Winston-Salem, Greensboro & associated with a smaller community bank  – Creates a top 50 U.S. bank by assets Raleigh, NC – Greenville & Charleston, SC . Proven ability to grow market share in core  One of the most valuable Southeast banking – Roanoke, VA markets: institutions by market capitalization – Double digit organic loan growth (14% CAGR . Proven ability to grow since 2009) complemented by; – Double digit organic loan growth (19% CAGR – ~$2.7 billion in assets acquired through 3 since 2009) complemented by; completed bank acquisitions since start of 2015 – ~$2.1 billion in assets acquired through 3 completed bank acquisitions since start of 2015

. Consistent earnings per share growth and Roanoke . Consistent earnings per share growth and momentum(1) VA momentum(1) – 3-year EPS growth: 53% Winston-Salem Greensboro Nashville Knoxville – 3-year EPS growth: 35% – Efficiency ratio of 49.6% in 4Q’16 High Point TN Raleigh – Efficiency ratio of 51.7% in 4Q’16 Memphis Asheville – Record revenue in 2016, 38% YoY increase Charlotte NC – 30.0% YoY net loan growth ($1.2 billion) Chattanooga Greenville . One of the “Best Banks to Work For”(2) SC . “BNC Bank - 2016 Best Employer”(3) Myrtle Beach PNFP

BNCN Charleston Savannah

Source: SNL Financial; Company Management (1) EPS and efficiency ratio are operating results, a Non-GAAP measure. Refer to appendix for GAAP to Non-GAAP reconciliation (2) According to American Banker (3) According to Business North Carolina & the South Carolina Chamber of Commerce 5 Our Combined Leadership Team

Board of Directors

14 PNFP Directors 4 BNCN Directors

Executive Leadership

Terry Turner President and Chief Executive Officer

Harold Carpenter Hugh Queener Richard Callicutt Harvey White Rob McCabe D. Kim Jenny EVP and Chief EVP, Corporate Chairman of the Board Chairman of the Chief Credit Officer Chief Risk Officer Financial Officer Secretary and CAO Chairman of Tennessee Carolinas & Virginia

David Spencer EVP

6 BNCN – Proven Track Record

Asset Growth Earnings Growth(2) ROAA (%)(2)

26% CAGR $7,402 27% CAGR $74.0 1.17%

$5,667 $52.7 1.12%

1.03% $372 $3.4

2003 2015 2016 2003 2015 2016 2003 2015 2016 Bank Acquisitions (1) Stock Price Performance Since 12/31/2002 Year Completed Target Assets ($mm) 320% 2016 High Point Bank Corporation $794 +318% 2016 Southcoast Financial Corporation $492

2015 Valley Financial Corporation $857 240% 2014 Harbor Bank Group, Inc. $306 2014 South Street Financial Corp. $274 160% 2014 Community First Financial Group, Inc. $228 +158% 2013 Randolph Bank & Trust Company $302 2012 Carolina Federal Savings Bank $41 80% +68% 2012 First Trust Bank $437 2012 KeySource Financial, Inc. $206 0% 2011 Blue Ridge Savings Bank, Inc. $168 2011 Regent Bancorp, Inc. $52 2010 Beach First National Bank $613 (80%) 2006 SterlingSouth Bank & Trust Company $148 2002 2004 2006 2008 2010 2012 2014 2016 BNCN (318%) NASDAQ Bank (68%) S&P 500 (158%) Total (14 Acquisitions) $4,919 Source: SNL Financial; dollars in millions; market data as of January 20, 2017 (1) Includes whole bank and government assisted transactions since 2006 (2) Operating results; a Non-GAAP measure, refer to appendix for GAAP to Non-GAAP reconciliation 7 Business Integration Opportunity

. Although no revenue synergies are included in the financial modeling, there are significant opportunities to leverage the franchise strengths of both institutions:

 C&I Business . Leverage PNFP’s C&I capabilities in BNCN’s markets . Ability to offer a robust treasury management platform

 Commercial Mortgage . Expands brokerage platform for BNCN CRE lenders & clients

 Wealth Management . Incremental fee income from investment & trust services

 Residential Mortgage . Ability to leverage PNFP’s residential mortgage platform

 Benefits of Scale . Ability to pursue larger clients . Better pricing for wholesale funding opportunities . Balance sheet repositioning

8 Strategic Merger of Like-Minded Banks

PNFP / BNCN Combination Strategic Merger of Like-Minded Banks(1)

. Creates a dominant Southeastern platform to leverage (2) the individual strengths of both companies  Franchise focused in Large MSAs 97.7% 84.2%

 Strong Returns on Assets(3) 1.37% 1.21% . Partnership improves upon compelling ROA, ROTCE, and Efficiency Ratio metrics  Exceptional Returns on Tangible Equity(3) 16.3% 14.5%

. Maintains record of banks’ pristine asset quality metrics  Leading Efficiency Metrics(3) 49.6% 51.7%

 Outsized Organic Loan Growth 14.1% 19.0% . Retention of BNCN management in key roles to allow for continued focus on commercial loan growth in new markets  Pristine Asset Quality: NPLs / Loans 0.50% 0.27%

 Leading Deposit Mix 27.4% DDA 18.3% DDA . Demonstrated acquisition ability of both banks reduces integration risk of pro forma entity  Coveted Commercial Loan Concentration(4) 50.3% 25.0%

Source: SNL Financial (1) Financial data presented as of Most Recent Quarter; Organic Loan Growth presented as a 5-year CAGR (2) Metropolitan areas with a population greater than 350,000 (3) Operating results; Non-GAAP measure. Refer to appendix for GAAP to Non-GAAP reconciliation (4) Represents the sum of Commercial & Industrial + Owner Occupied CRE 9 Expands Presence into Desirable Regional Markets

 Presence in 48% of the top 25 MSAs (12 of 25)  Presence in 40% of the top 25 MSAs (10 of 25)  92% of our pro forma deposits in these markets  58% of our pro forma deposits in these markets

Top 25 MSAs in Region by Population Top 25 MSAs in Region by Proj. Population Growth Projected Pop. Growth Rank Metropolitan Area Population Rank Metropolitan Area (%)

1 Washington-Arlington-Alexandria, DC-VA-MD-WV 6,145,027 1 Myrtle Beach-Conway-North Myrtle Beach, SC-NC 9.8 2 Atlanta-Sandy Springs-Roswell, GA 5,736,343 2 Hilton Head Island-Bluffton-Beaufort, SC 8.7 3 Charlotte-Concord-Gastonia, NC-SC 2,436,209 3 Charleston-North Charleston, SC 8.7 4 Nashville-Davidson--Murfreesboro--Franklin, TN 1,840,320 4 Raleigh, NC 8.2 5 Virginia Beach-Norfolk-Newport News, VA-NC 1,734,823 5 Dunn, NC 7.9 6 Memphis, TN-MS-AR 1,347,257 6 Charlotte-Concord-Gastonia, NC-SC 7.2 7 Richmond, VA 1,274,616 7 Savannah, GA 7.1 8 Raleigh, NC 1,274,181 8 Wilmington, NC 7.1 9 Birmingham-Hoover, AL 1,150,168 9 Daphne-Fairhope-Foley, AL 7.1 10 Greenville-Anderson-Mauldin, SC 877,875 10 Nashville-Davidson--Murfreesboro--Franklin, TN 7.0 11 Knoxville, TN 865,193 11 Durham-Chapel Hill, NC 6.8 12 Columbia, SC 812,505 12 Auburn-Opelika, AL 6.7 13 Greensboro-High Point, NC 754,836 13 Atlanta-Sandy Springs-Roswell, GA 6.7 14 Charleston-North Charleston, SC 750,593 14 Gainesville, GA 6.6 15 Winston-Salem, NC 659,449 15 Oxford, MS 6.4 16 Augusta-Richmond County, GA-SC 589,440 16 Jefferson, GA 6.3 17 Jackson, MS 579,115 17 Greenville-Anderson-Mauldin, SC 6.1 18 Durham-Chapel Hill, NC 553,236 18 Pinehurst-Southern Pines, NC 6.1 19 Chattanooga, TN-GA 549,579 19 Athens-Clarke County, GA 5.9 20 Huntsville, AL 449,107 20 Jacksonville, NC 5.8 21 Asheville, NC 448,542 21 Columbia, SC 5.7 22 Myrtle Beach-Conway-North Myrtle Beach, SC-NC 433,835 22 Sevierville, TN 5.5 23 Mobile, AL 415,990 23 Washington-Arlington-Alexandria, DC-VA-MD-WV 5.5 24 Gulfport-Biloxi-Pascagoula, MS 391,544 24 Shelbyville, TN 5.3 25 Fayetteville, NC 385,288 25 Asheville, NC 5.2

Source: SNL Financial; deposit data as of June 30, 2016 Note: Blue highlight denotes markets of operation for PNFP; Red highlight denotes markets of operation for BNCN Note: Region defined as AL, GA, MS, NC, SC, TN, VA 10 Consistent with Our Articulated M&A Strategy

Existing and Targeted New Markets(1) M&A Criteria(1)

 Management continuity

RICHMOND VA  > 5% EPS accretion in first full year

NASHVILLE-DAVIDSON-- MURFREESBORO--FRANKLIN GREENSBORO- VIRGINIA BEACH WINSTON- HIGH POINT SALEM KNOXVILLE  Commercial thrust

TN RALEIGH

CLEVELAND NC MEMPHIS CHATTANOOGA CHARLOTTE- GREENVILLE- CONCORD-  Sustainable core profitability ANDERSON- GASTONIA MAULDIN ATLANTA-SANDY SPRINGS- ROSWELL SC  Capacity to achieve mass in market CHARLESTON- NORTH CHARLESTON GA  At least $1 billion in assets

PNFP (46) Entry into 6 of 9 targeted new markets(1) BNCN (76)

Source: SNL Financial Note: Blue highlight denotes existing markets of operation; red highlight denotes desired new metropolitan markets (1) Targeted new markets and M&A criteria as stated in prior investor presentations 11 Pro Forma Footprint: Expanded Presence in Southeastern Growth Markets

. Merger with BNCN is consistent with Pinnacle’s articulated M&A strategy – focusing on high growth urban markets

. Expanded 4-state footprint gives us critical mass in all the right Southeastern growth markets

 Leading metro markets by population and population growth

 Leading metro markets by key economic indicators

Select Urban Markets Served

Tennessee North Carolina, South Carolina & Virginia

Nashville Memphis Knoxville Chattanooga Charlotte Winston-Salem Greensboro Raleigh Greenville Charleston Roanoke

GDP ($bn)(1) $114 $71 $39 $24 $152 $29 $39 $76 $38 $36 $14

Population 1,881,524 1,347,404 868,453 552,944 2,485,529 664,730 760,830 1,305,052 891,702 768,937 316,013 Proj. Pop. ('17-'22) 7.03% 1.92% 3.32% 3.81% 7.16% 3.76% 4.38% 8.20% 6.10% 8.66% 2.70% Growth Businesses 66,544 47,393 34,551 20,648 88,983 23,222 31,518 45,485 31,008 27,783 13,288

Deposits ($mm) $52,198 $28,031 $16,264 $9,377 $200,848 $38,103 $11,757 $27,589 $15,371 $12,238 $7,263

Source: SNL Financial (1) Per the Bureau of Economic Analysis’ 2015 Regional GDP report 12 Transaction Summary

. $1.88 billion in diluted transaction value(1) Transaction Value & . Fixed exchange ratio: 0.5235x Consideration . 100% stock consideration

Pro Forma Ownership . 60% PNFP / 36% BNCN / 4% new shares issued in anticipated Tier 1 equity raise

. Anticipated Tier I capital raise of approximately $175 million Capital Raise . Pro forma franchise crosses $15 billion assets as result of merger. Seek to raise Tier I capital to support Tier I regulatory capital ratios with trust preferred securities fully recognized as Tier II capital

Termination Fee . $66 million, mutual

. Certain PNFP & BNCN shareholders, including all directors and executive officers, have signed Voting Agreements customary support agreements

. Approval of PNFP and BNCN shareholders Required Approvals . Customary regulatory approvals

Targeted Closing . 3rd Quarter 2017

(1) Based on 52,181,073 BNCN common shares outstanding, PNFP’s 20-day trailing average of $68.20 as January 20, 2017 and the fixed exchange ratio of 0.5235x; inclusive of the effect of BNCN’s RSAs / RSUs 13 Multiples Comparison

Transaction Multiples (1) Trading Multiples (2)

Relative Multiples

Price / Tangible Book Value(3): 2.91x 3.40x

Price / BNCN's 2017 Earnings(4): 19.7x 20.2x

Price / BNCN's 2018 Earnings(4): 17.1x 17.5x

Other Transaction Data

Market Premium(5): 10.5%

BNC Dividend Accretion(6): 46.6%

(1) Based upon PNFP’s 20-day trailing average closing price of $68.20 as of January 20, 2017 and the exchange ratio of 0.5235x (2) Based upon PNFP’s 20-day trailing average closing price of $68.20 as of January 20, 2017 (3) Based upon BNCN tangible book value per share of $12.29 as of December 31, 2016 (4) Based upon consensus mean estimates as of January 20, 2017; 2017 EPS of $1.81, 2018 EPS of $2.09 (5) Based upon PNFP’s 20-day trailing average closing price of $68.20 and BNCN’s 20-day trailing average closing price of $32.30 as of January 20, 2017 (6) Based upon BNCN’s current quarterly dividend of $0.05 per share, PFNP’s current quarterly dividend of $0.14 per share and the exchange ratio of 0.5235x 14 Comprehensive Due Diligence Overview

Key Focus Area Action Observations

. BNCN Risk management appears to be robust (especially in the areas . Key risk managers at Pinnacle participated in due diligence of compliance and credit) and appears to fit well with the Pinnacle Risk Management including CEO, CFO, CAO, CCO, CRO, etc. risk management structure

. Detailed loan reviews of the non-consumer, non-small . Client selection process consistent business loan portfolio . Strong credit metrics – commercial and CRE . Portfolio sampling of Pinnacle model Consumer and Small Credit . Centralized consumer underwriting and strong consumer portfolio Business loan books metrics . Total reviewed = 65%

. Compliance functions reviewed by Pinnacle EWRM officer . BNCN has developed an effective compliance risk management Compliance and Chief Compliance Officer infrastructure

. Neutral to slight liability sensitive position due to higher allocation to Interest Rate . Detail reviews of investment securities and various interest fixed rate loans and municipal securities Sensitivity rate risk scenarios . Moderate duration present in bond portfolio with strong yield profile . Expect modest NIM accretion post conversion

. Non-core funding is slightly higher. However, recent acquisitions have strengthened core funding base. . Deposit book reviewed with emphasis on liquidity risk and . Strong on-balance sheet liquidity position Liquidity deposit concentrations . CRE focus provides steady principal cash flow stream from term credits.

. Pinnacle due diligence team gained understanding of IT . No material systems integration issues discovered IT & Operations and operational practices . IT cancellation fees included in one-time charges

. HR practices generally consistent Personnel Practices . Pinnacle diligence team gained understanding of personnel . Incentive comp will be migrated to the Pinnacle model for incentives practices and policies and Policies and equity compensation

15 Key Transaction Assumptions

. BNCN’s 66,443 in-the-money options outstanding to be cashed out upon the closing of the Options & transaction Restricted Stock . 551,726 RSAs / RSUs to be converted into PNFP common shares at the exchange ratio

Revenue . Revenue enhancements identified but not modeled Synergies

Expense . Expected to be approximately $41 million (fully phased-in), 25% of BNCN’s noninterest Savings expense(1)

Merger & Integration . Expected to be approximately $100 million pre-tax and adjustments are fully phased into Pro Costs Forma TBV computation

. $57 million loan mark, net of BNCN’s existing discount and reversal of allowance for loan loss . Core deposit intangible of 1.18% ($53 million) on non-time deposits, amortized over 10 years, sum-of-the-years digits Purchase Accounting & Other Adjustments . Expected annual BNCN lost revenue / incremental expense of $5 million pre-tax related to the regulatory impact of crossing $10 billion in assets . Approximately $12.5 million in incremental after-tax earnings estimated for 2018 incorporating all fair market value adjustments and other merger-related adjustments

(1) Based upon the 2018 mean consensus estimate as of January 20, 2017 16 Estimated Pro Forma Impacts

Key Transaction Impacts to PNFP(1)

2018E EPS Accretion ~ 10%

IRR ~ 20%

Initial Tangible Book Value Accretion ~ 5%

Tangible Book Value Earnback Period n/a

As of December 31, 2016 Pro Forma PNFP BNCN @ 7/1/2017(1)

Capital Ratios

TCE / TA 8.8% 9.0% 9.3%

Leverage Ratio 8.6% 10.1% 9.0%

Common Equity Tier I Ratio 7.9% 10.5% 9.5%

Tier I Ratio 8.6% 11.2% 9.5%

Total Risk-based Capital Ratio 11.9% 13.0% 12.5%

Loan Concentration Ratios

C&D / Total Capital 75% 85% 77%

CRE / Total Capital 240% 338% 272%

Note: Pro forma impacts presented inclusive of anticipated Tier I equity raise (1) Estimated financial impact is presented solely for illustrative purposes using mean analyst estimates. Includes purchase accounting marks and cost savings, as well as approximately $175 million Tier I capital raise to address loss of Tier I treatment for TRUPs; assumes system conversion in Q4 2017 17 Pro Forma Market Position

Top 50 bank in the U.S by assets 36th largest in the U.S. by market cap Best-in-Class Profitability

Nat'l Assets Nat'l Mkt. Cap. Nat'l 2018 Proj. Rank Institution ($bn) Rank Institution ($bn) Rank Institution ROAA (%)(1)

1 JPMorgan Chase & Co. 2,491 1 JPMorgan Chase & Co. 299.4 1 Bank of the Ozarks, Inc. 1.87 2 Bank of America Corporation 2,188 2 Wells Fargo & Company 276.7 2 Western Alliance Bancorporation 1.72 3 Wells Fargo & Company 1,930 3 Bank of America Corporation 229.2 3 PacWest Bancorp 1.67 4 Citigroup Inc. 1,792 4 Citigroup Inc. 159.9 Pro Forma 1.40+ 5 U.S. Bancorp 446 5 U.S. Bancorp 87.3 4 Hilltop Holdings Inc. 1.39 6 PNC Financial Services Group, Inc. 366 6 PNC Financial Services Group, Inc. 57.3 5 Pinnacle Financial Partners, Inc. 1.38 7 Capital One Financial Corporation 345 7 Bank of New York Mellon Corporation 47.1 6 Hope Bancorp, Inc. 1.37 8 Bank of New York Mellon Corporation 333 8 Capital One Financial Corporation 42.7 7 East West Bancorp, Inc. 1.34 9 State Street Corporation 256 9 BB&T Corporation 36.9 8 U.S. Bancorp 1.34 10 BB&T Corporation 219 10 State Street Corporation 30.5 9 Chemical Financial Corporation 1.30 11 SunTrust Banks, Inc. 205 11 SunTrust Banks, Inc. 27.2 10 Great Western Bancorp, Inc. 1.28 12 Citizens Financial Group, Inc. 150 12 M&T Bank Corporation 24.3 11 Sterling Bancorp 1.27 13 Fifth Third Bancorp 143 13 Fifth Third Bancorp 19.9 12 United Bankshares, Inc. 1.26 14 KeyCorp 136 14 KeyCorp 19.3 13 Prosperity Bancshares, Inc. 1.24 15 Regions Financial Corporation 126 15 Northern Trust Corporation 18.9 14 Cathay General Bancorp 1.22 16 Northern Trust Corporation 124 16 Citizens Financial Group, Inc. 18.6 15 BB&T Corporation 1.24 17 M&T Bank Corporation 123 17 Regions Financial Corporation 17.4 16 Signature Bank 1.20 18 Huntington Bancshares Incorporated 101 18 Huntington Bancshares Incorporated 14.2 17 Wells Fargo & Company 1.16 19 First Republic Bank 73 19 First Republic Bank 13.9 18 F.N.B. Corporation 1.14 20 Comerica Incorporated 73 20 Comerica Incorporated 11.5 19 MB Financial, Inc. 1.14 21 Zions Bancorporation 61 21 SVB Financial Group 8.9 20 Commerce Bancshares, Inc. 1.12 22 New York Community Bancorp, Inc. 49 22 Zions Bancorporation 8.7 21 Bank of Hawaii Corporation 1.12 23 SVB Financial Group 43 23 Signature Bank 8.4 22 Capital One Financial Corporation 1.12 24 People's United Financial, Inc. 41 24 New York Community Bancorp, Inc. 7.7 23 Huntington Bancshares Incorporated 1.12 25 Popular, Inc. 39 25 East West Bancorp, Inc. 7.1 24 United Community Banks, Inc. 1.11 50 Pro Forma 20 36 Pro Forma 4.9 25 TCF Financial Corporation 1.09 75 Pinnacle Financial Partners, Inc. 11 59 Pinnacle Financial Partners, Inc. 3.0

Source: SNL Financial and FactSet Research Systems Note: Includes public banks with greater than or equal to $10 billion in assets; market data as of January 20, 2017 (1) 2018 projected ROAA per mean consensus estimates as of January 20, 2017; PNFP pro forma based on previously stated transaction assumptions and projections 18 Sustainable Business Model

 Combination increases profitability of franchise:

Combined with Metric Current PNFP BNCN

Targeted Ranges

Net interest margin 3.40% to 3.60%

Net charge-off’s 0.20% to 0.35%

Unchanged Noninterest income / Average 1.10% to 1.30% assets

Noninterest expense / Average 2.00% to 2.20% assets

Return on Average Assets 1.20% to 1.40% 1.30% to 1.50%

Note: Non-GAAP measurements typically presented and reconciled to GAAP measures; excludes the impact of merger-related charges, refer to appendix for GAAP to Non-GAAP reconciliation 19 Summary

 Strategic market expansion into 6 of 9 targeted Southeastern markets  Combination of two exceptional management teams 66

 Extraordinary EPS and TBV accretion 64  Appropriate risk mitigation RichmondRichmond Virginia RoanokeRoanoke 77 VirginiaVirginia BeachBeach 85 VirginiaVirginia BeachBeach NashvilleNashville 81 Winston-SalemWinston-Salem GreensboroGreensboro KnoxvilleKnoxville Winston-SalemWinston-Salem GreensboroGreensboro 40 95

40 40 RaleighRaleigh Tennessee 75 40 RaleighRaleigh 24 ClevelandCleveland CharlotteCharlotte MemphisMemphis 65 ClevelandCleveland Charlotte ChattanoogaChattanooga 85 North Carolina 40 Pro Forma Highlights (1) GreenvilleGreenville 77 26 Assets: $20 Billion Loans: $14 Billion South Carolina 20 Deposits: $15 Billion 95 Tang. Common Equity: $1.7 Billion Market Capitalization(2): $4.9 Billion CharlestonCharleston Branches: 122 CharlestonCharleston PNFP FTE's: 2,064 BNCN

Source: SNL Financial; Company Management (1) Financial information is pro forma for PNFP / BNCN transaction + approximately $175 million Tier I equity raise (2) Market data as of January 20, 2017 20 Supplemental Information

 Additional Transaction Detail . Estimated Pro Forma Impacts . Integration

 Overview of BNC Bancorp . BNCN’s Market Position

 Markets Detail . Significant Commercial Lending Opportunities . Diversifying Our Markets

 Loan and Deposit Detail . Pro Forma Loan and Deposit Composition . CRE Composition and Historical Losses . Interest Rate Sensitivity

 Fee Income Detail . Fee Income Opportunity

 Leading Pinnacle Markets

 Non-GAAP Reconciliations 21

Estimated Pro Forma Impacts(1)

Pro Forma for Acquisition PNFP Without $130 mm $175 mm @ 7/1/17 Tier I Equity Raise Tier I Equity Raise(4) Tier I Equity Raise(5)

Key Transaction Impacts

2018E EPS Accretion $3.91(2) ~13% ~10% ~10%

Initial Tangible Book Value Accretion - ~(1%) ~4% ~5%

Tangible Book Value Earnback Period(3) - ~0.5 years NA NA

Capital Ratios

TCE / TA 8.9% 8.5% 9.1% 9.3%

Leverage Ratio 8.7% 8.1% 8.8% 9.0%

Common Equity Tier I Ratio 8.1% 8.5% 9.2% 9.5%

Tier I Ratio 8.8% 8.5% 9.2% 9.5%

Total Risk-based Capital Ratio 11.9% 11.5% 12.2% 12.5%

Loan Concentration Ratios

C&D / Total Capital 75% 84% 79% 77%

CRE / Total Capital 239% 296% 278% 272% Source: SNL Financial (1) Estimated financial impact is presented solely for illustrative purposes using mean analyst estimates per research analyst reports. Includes purchase accounting marks and cost savings (2) Based upon consensus mean estimates as of January 20, 2017 (3) Utilizing the crossover method (4) Illustrates the pro forma impact of replacing phased-out approximately $130 million of trust preferreds (from Tier 1 to Tier 2) with $130 million of Tier 1 capital; trust preferreds will remain outstanding (5) Includes $130 million Tier I capital raise referenced in Footnote 4 22 Integration

Technology and Process Integration:

 Operating Systems familiar to Pinnacle (BNCN – JHA Silverlake same as Avenue Financial)

 Both companies have extensive systems integration experience . PNFP – Converted three bank platforms in the last 18 months, approximately $2.3 billion in loans and $2.4 billion in deposits . BNCN – Converted five bank platforms in the last 2 years, approximately $1.9 billion in loans and $2.1 billion in deposits

 Preliminary conversion timeline . Pinnacle is planning for a 3-stage technology conversion: Virginia 1st, South Carolina 2nd, and North Carolina 3rd. Ultimate completion by 12/31/17. Loan policy day 1 – internal credit processes expected by 12/31/18

Business Model Integration:

 Programs with corporate oversight / local accountability . Commercial Real Estate, Insurance Agencies, Small Business, Treasury Management Sales

 Programs with corporate management / local execution support . Residential Real Estate, SBA Lending, Wealth Management (Pinnacle Asset Management, Trust Services, Capital Markets)

 Support functions managed centrally – primary in middle Tennessee with distributed support in areas of Human Resources, Training and Development and other miscellaneous support areas

23 BNCN’s Market Position

BNCN Major Markets BNCN Financial Overview (1)

Roanoke MSA Population: 316,013 Headquarters High Point, NC Research Triangle Total Deposits: $7.3bn Bank Established 1991 Market Share: 7.7% Population: 1,502,155 Market Rank: 5 Deposits: $36.8bn ($ in millions) SalemSalem CityCity BotetourtBotetourt Market Share: 1.0% CraigCraig VA RoanokeRoanoke CityCity Market Rank: 15 Total Assets $7,402 RoanokeRoanoke Piedmont Triad Total Net Loans 5,418 FranklinFranklin Population: 1,709,211 FranklinFranklin Total Deposits: $52.9bn Deposits 6,083

Market Share: 5.6% StokesStokes CaswellCaswell SurrySurry CaswellCaswell Loans / Deposits 96.5 % Market Rank: 3 RockinghamRockingham ForsythForsyth OrangeOrange YadkinYadkin OrangeOrangeDurhamDurham GuilfordGuilford (2) DavieDavie AlamanceAlamance Operating ROAA 1.21 % IredellIredellIredellIredell DavieDavie AlamanceAlamance (2) MecklenburgMecklenburg DavidsonDavidson WakeWake Operating ROATCE 14.50 RowanRowan RowanRowan RandolphRandolph LincolnLincoln RandolphRandolph Greenville MSA LincolnLincoln CabarrusCabarrus Reported Net Interest Margin 3.80 GastonGaston CabarrusCabarrus MontgomeryMontgomery Population: 891,702 GastonGaston MontgomeryMontgomery (2) PickensPickens GreenvilleGreenville Operating Efficiency Ratio 51.7 Total Deposits: $15.4bn PickensPickens YorkYork NC UnionUnion Myrtle Beach MSA Market Share: 1.4% UnionUnion ChesterChester Population: 449,541 Market Rank: 15 ChesterChester LancasterLancaster NPAs / Assets 0.56 % AndersonAnderson Total Deposits: $7.6bn AndersonAnderson LaurensLaurens Market Share: 2.7% NPAs / Loans + OREO 0.54 Market Rank: 12 BrunswickBrunswick Reserves / Loans 0.95 SC HorryHorry

Charlotte MSA Leverage Ratio 10.05 % Population: 2,485,529 BerkeleyBerkeley BerkeleyBerkeley Common Equity Tier 1 Ratio 10.49 Total Deposits: $200.8bn Charleston MSA DorchesterDorchester Market Share: 0.3% Population: 768,937 Tier 1 Ratio 11.23 CharlestonCharleston Market Rank: 10 CharlestonCharleston Total Deposits: $12.2bn Market Share: 4.9% Total Capital Ratio 12.95 Market Rank: 7 TCE / TA 8.98

Source: SNL Financial and MapInfo Professional Note: Deposit data as of June 30, 2016 (1) Financial information is as of or for the quarter ended December 31, 2016 (2) Operating results; a Non-GAAP measure, refer to appendix for GAAP to Non-GAAP reconciliation 24 Significant Commercial Lending Opportunities

Total Businesses (000s)

193 169

89 67 47 45 35 31 21 28

Chattanooga Knoxville MSA Memphis MSA Nashville MSA Charleston MSA Greenville Raleigh MSA Charlotte MSA BNCN Top PNFP Top MSA MSA Markets Markets Total C&I Businesses (000s) (1) 33 31

16 12 9 7 6 5 4 4

Chattanooga Knoxville MSA Memphis MSA Nashville MSA Charleston MSA Greenville Raleigh MSA Charlotte MSA BNCN Top PNFP Top MSA MSA Markets Markets Source: SNL Financial Note: BNCN Top Markets defined as Charleston, Greenville, Raleigh and Charlotte MSAs. PNFP Top Markets defined as Chattanooga, Knoxville, Memphis and Nashville MSAs (1) Includes companies classified with the NAICS as Healthcare and Social Assistance, Wholesale Trade, Manufacturing or Transportation and Warehousing 25 Significant Commercial Lending Opportunities (continued)

Sales ($bn) $415 $414

$193 $172 $121 $96 $76 $72 $45 $54

Chattanooga Knoxville MSA Memphis MSA Nashville MSA Charleston MSA Greenville Raleigh MSA Charlotte MSA BNCN Top PNFP Top MSA MSA Markets Markets 2014 – 2015 GDP Growth (1) 9.4%

7.2% 7.3% 6.8% 6.6% 5.7% 5.2% 5.2% 4.6%

3.0%

Chattanooga Knoxville MSA Memphis MSA Nashville MSA Charleston MSA Greenville Raleigh MSA Charlotte MSA BNCN Top PNFP Top MSA MSA Markets Markets Source: SNL Financial; U.S. Bureau of Economic Analysis Note: BNCN Top Markets defined as Charleston, Greenville, Raleigh and Charlotte MSAs. PNFP Top Markets defined as Chattanooga, Knoxville, Memphis and Nashville MSAs (1) Measured in current dollars. BNCN and PNFP Top Markets are calculated based on total GDP growth in the markets 26 Diversifying Our Markets

Deposits by State Deposits by Top MSAs(1)

Virginia Durham-Chapel Hill, 3.9% NC South Carolina Memphis, TN-MS-AR 1.8% 8.0% 3.3% Other (2) 8.2% Roanoke, VA 3.9%

Charleston-North Charleston, SC 4.2% Chattanooga, TN-GA Nashville-Davidson-- North Carolina 4.3% Murfreesboro-- Tennessee 30.1% Franklin, TN 58.0% Charlotte-Concord- 43.1% Gastonia, NC-SC 4.4%

Knoxville, TN Piedmont Triad (3) 6.0% 20.9%

Source: SNL Financial Deposit data as of June 30, 2016 Note: Blue shading represents PNFP markets of operation and red shading represents BNCN markets of operation (1) Includes top 10 metropolitan areas by deposits (2) Includes the following MSAs: Albemarle, NC; Greenville-Anderson-Mauldin, SC; Myrtle Beach-Conway-North Myrtle Beach, SC-NC; Cleveland, TN; Raleigh, NC; Spartanburg, SC; Shelbyville, TN; Asheville, NC; Burlington, NC; Hilton Head Island-Bluffton-Beaufort, SC (3) Piedmont Triad is an aggregation of the Greensboro-High Point, NC & Winston-Salem, NC MSAs 27 Pro Forma Loan and Deposit Composition

PNFP BNCN Pro Forma Total: $8,450mm Total: $5,456mm Total: $13,906mm

Consumer & Consumer & Consumer & Other Other Other Construction Commercial & Construction 3.1% 1.0% 2.3% 10.8% Industrial Construction 11.4% 8.8% 12.4% Commercial & Industrial Residential

24.3% R.E. Owner Commercial & 14.0% Residential Occupied CRE R.E. Industrial 16.2% 34.2% 18.1% Residential R.E.

Loan Mix 24.3% Non-Owner Occupied CRE Owner 21.8% Occupied CRE Non-Owner Non-Owner 16.1% Occupied CRE Owner Occupied CRE 27.8% Occupied CRE 37.3% 16.0%

Total: $8,759mm Total: $6,083mm Total: $14,842mm

Jumbo Time Jumbo Time Deposits Jumbo Time Deposits Demand Retail Time 10.4% Deposits 6.9% Deposits Demand Deposits 8.3% Demand 18.3% Retail Time Deposits 2.7% Deposits Deposits 23.7% 27.4% 7.9% Retail Time Deposits 15.4% NOW & Other Trans. Accts MMDA & Other 11.1%

Deposit Mix Savings NOW & Other 42.4% Trans. Accts 16.7% NOW & Other Trans. Accts MMDA & Other 20.6% MMDA & Other Savings Savings 43.4% 44.8%

Source: SNL Financial and Company Documents Note: Data as of December 31, 2016 Note: Jumbo time deposits defined as time deposits greater than $100,000 28 CRE Composition and Historical Losses

PNFP Commercial Real Estate Portfolio (NOO)(1) PNFP NOO CRE Net Charge Offs (%)(3)

35.00% 3.25% 31.4% 2.98% 30.00% 2.75%

25.00% 2.25% 2.09%

20.00% 17.8% 1.75% 14.3% 1.20% 15.00% 1.25% 10.7% 9.1% 10.00% 0.75% 0.53% 4.7% 4.6% 4.1% 0.17% 0.21% 5.00% 3.2% 0.25% 0.02%

0.00% (0.25%) (0.01%) C&D Retail Multifamily Office Industrial Other Hotel Healthcare Misc. (0.09%) Financial RE 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD BNCN Commercial Real Estate Portfolio (NOO)(2) BNCN NOO CRE Net Charge Offs (%)(3)

30.00% 3.25% 24.8% 25.00% 2.75% 21.6% 2.25% 20.00% 1.87% 1.71% 1.63% 14.7% 1.75% 1.51% 15.00% 11.2% 10.4% 1.25% 10.00% 8.2% 0.72% 6.2% 0.75% 0.42% 5.00% 0.21% 2.8% 0.25% 0.1% 0.00% (0.25%) (0.05%) C&D Retail Multifamily Office Industrial Other Hotel Healthcare Misc. (0.15%) Financial RE 2008 2009 2010 2011 2012 2013 2014 2015 2016 YTD Source: Company Management (1) Per Company Management, as of December 31, 2016 (2) Per Company Management, as of December 27, 2016 (3) Data is presented as of September 30, 2016; does not take into effect the impact of BNCN’s recently completed acquisition of High Point Bank Corp. 29 Interest Rate Sensitivity

Change in Net Interest Income

40.0% 37.9% 28.8% 30.0% 19.4% 20.0% 9.5% 10.0% 0.1% 0.6% 0.0% 0.0% (10.0%) (1.3%) (20.0%) PNFP BNCN (30.0%) +100 bps +200 bps +300 bps +400 bps

Change in Economic Value of Equity

37.5% 29.7% 23.7% 25.0% 16.9% 12.5% 8.9% 0.0% (0.9%) (2.3%) (12.5%) (5.3%) (7.2%)

(25.0%) PNFP

(37.5%) BNCN (50.0%) +100 bps +200 bps +300 bps +400 bps

Source: Company filings Note: PNFP analysis per Company management, as of November 30 , 2016 assumes an instantaneous and parallel rate shock. Note: BNCN analysis per Company management, as of September 30, 2016 and assumes an instantaneous and parallel rate shock; excludes the impact of BNCN’s recently completed acquisition of High Point Bank Corp. 30 Fee Income Opportunity

Service Charges Service Charges 26.0% 29.4% 12.0% Securities Gains Securities Gains 0.3% 26.8% Trust / Investment Trust / Investment 13.0% 14.1% Other Noninterest Income Other Noninterest Income By Product Mortgage 38.1% 5.7% 0.0% Mortgage 34.6% Income From Equity Method Investment

2016 ($mm): $121 2016 ($mm): $38 % of Average Assets: 1.21% % of Average Assets: 0.61%

Source: SNL Financial and Company documents Note: Data for the full year ended December 31, 2016 31 Leading Pro Forma Markets

 Tennessee ranks No. 5 in state business climate rankings (Site Selection)

Tennessee  Tennessee continued to add jobs at more than twice the U.S. rate last year (U.S. Department of Labor)  Tennessee’s Spring Hill General Motors’ expansion named the Silver recipient for annual ‘Deal of the Year’ award (Business Facilities)

 North Carolina ranks No. 2 in state business climate rankings (Site Selection) North Carolina  North Carolina was ranked No. 2 in ‘Best States for Business 2016’ (Forbes)

 North Carolina is home to the 9th and 13th fastest growing cities in the U.S. (Forbes)

South Carolina  South Carolina was ranked No. 7 ‘Best Business Climate in the Country’ (Site Selection)

 South Carolina ranks No. 10 in favorable regulatory environments for business (Forbes)

 (Forbes) Virginia Virginia was ranked No. 6 ‘Best State for Business’ and No. 3 in ‘Regulatory Environment’  Virginia ranks No. 3 in ‘Business Friendliness’ (CNBC)

32 Leading Pro Forma Markets

Nashville has achieved “it city” status, landing on several major national publications’ lists of hot spots. Nashville’s diverse economy, thriving cultural base and strong business community are major attractions for corporations. The accolades continued in the fourth quarter of 2016: Nashville  Nashville ranks No. 1 in ‘2017 10 Hottest Housing Markets’ (Zillow)  Nashville ranks No. 7 in ‘2016 Best-Performing Cities’ (Milken Institute)  Nashville is the third-best city in the country for job seekers (NerdWallet)  Nashville is amongst the ‘50 Best Places to Travel’ in 2017 (Travel + Leisure)

Knoxville also enjoys a very healthy and diverse economy with an excellent transportation and technology infrastructure. The Knoxville metropolitan area was the third fastest MSA in the country to fully recover from jobs lost in the 2007-2010 Knoxville recession and currently enjoys the lowest unemployment rate of Tennessee’s metro areas. Good news in the fourth quarter of 2016 includes:  Knoxville named one of the ‘American Cities Adding the Most Jobs This Year’ (247WallSt.com)  Knoxville named as a top retirement destination (WhereToRetire.com)

Memphis offers a diverse, metropolitan workforce. Over the past three decades, the presence of companies like FedEx Memphis and the region’s superior distribution infrastructure have earned Memphis the title, “America’s Distribution Center.”  Memphis ranks No. 3 in the nation in terms of lowest rent-to-income ratio (SmartAsset)  Memphis ranks No. 38 in cost of doing business in ‘100 Best Places for Business and Careers’ (Forbes)

Chattanooga is Tennessee’s fourth-largest MSA as measured by both population and deposits. National publications have Chattanooga declared Chattanooga a tech hub and manufacturing magnet. Economic drivers include:  Chattanooga’s Innovation District beckons to young entrepreneurs (The New York Times)  Chattanooga’s housing market is healthy despite a nationwide slowdown (Times Free Press)

33 Leading Pro Forma Markets

Charlotte has become a major U.S. financial center, and is now the second largest banking center in the United Charlotte States after New York City. – Forbes  Charlotte was rated the 3rd most attractive real estate market in America (PwC)  Charlotte has been ranked No. 15 of the ‘Best Places to Live in the USA’ (U.S. News & World Report)

Winston-Salem is North Carolina’s second-largest MSA as measured by deposits. National publications have declared Winston-Salem as one of the nation’s most technologically-advanced and entrepreneurial cities. Winston-Salem  Winston-Salem named the 11th best city to start a business (WalletHub)  Winston-Salem was recognized as one of the top 10 most technologically-advanced cities (e.Republic)

Greensboro-High Point is part of a greater metropolitan area called the Triad, which encompasses the three major Greensboro – cities of High Point, Winston-Salem and Greensboro, making the Triad a thriving urban hub. High Point  Greensboro is one of the 20 best MSAs in the country as measured by ‘Cost of Doing Business’ (Forbes)  Greensboro was ranked No. 4 in the ‘National 2016 Digital Cities Survey Award’ (Center for Digital Government)

North Carolina’s second-biggest city by population, Raleigh has been widely recognized by national outlets as one of Raleigh the most attractive business and job markets in the country.  Raleigh was named No. 2 in ‘America’s Hottest Spots for Tech Jobs’ (Forbes)  Raleigh was recognized as the ‘Best Big City in the Southeast’ (Money Magazine)

34 Leading Pro Forma Markets

Greenville, the third-largest MSA in South Carolina by deposits, has been increasingly recognized as one of the premier travel destinations in the country. Greenville, SC  Greenville was named one of the ‘10 Best Emerging Destinations’ (USA Today)  Greenville was recognized amongst the nation’s ‘Top 10 Best Places to Live 2016’ (Men’s Journal)

Charleston, the second-largest MSA in South Carolina by population, has received national attention as both a notable travel destination and a center of economic growth. Charleston, SC  Charleston was named No. 1 ‘Small City in the U.S.’ (Condé Nast Traveler)  Charleston ranked No. 7 for ‘Economic Growth Potential’ in 2016 (Business Facilities)

Roanoke, which is nestled in Virginia’s Blue Ridge mountains, has been increasingly recognized for its outstanding quality of life and stunning natural beauty. Roanoke, VA  Roanoke has been named one of the ‘South’s Best Places to Retire’ (Southern Living)  Roanoke was named one of ‘America’s Best Small Cities on the Rise’ (Smarter Travel)

35 Non-GAAP Reconciliations – PNFP

Dec. 31, For the 3 Years ended December 31, 2016 2015 2014 For the 3 months ended, 2016 Diluted per share excluding merger related expenses Return on average assets (excluding merger‐related charges) Net income $ 127,225 $ 95,510 $ 70,471 Return on average assets 1.30% Merger-related charges 11,746 4,797 - Adjustment due to merger‐related charges 0.07% Tax effect on merger-related charges (4,609) (1,882) - Return on average assets (excluding merger‐related charges) 1.37% Net income less merger-related charges 134,362 98,426 70,471 Dec. 31, Diluted earnings per share $ 2.90 $ 2.53 $ 2.01 For the 3 months ended, 2016 Adjustment to diluted earnings per share due to merger-related charges 0.17 0.08 - Return on average tangible common equity (excluding merger‐related charges) Diluted earnings per share excluding merger‐related charges $ 3.07 $ 2.61 $ 2.01 Return on average common equity 9.61% Adjustment due to goodwill, core deposit and other intangible assets 5.88% Dec. 31, For the 3 months ended, Return on average tangible common equity 15.49% 2016 Efficiency Ratio (excluding investment gains, ORE expense, and merger-related charges) Adjustment due to merger related charges 0.85% Noninterest expense $ 62,765 Return on average tangible common equity (excluding merger‐related charges) 16.34% Other real estate expense 44 Merger-related charges 3,264 Noninterest expense excluding the impact of ORE expense, and merger-related charges 59,457 Net interest income 89,413 Noninterest income 30,743 Investment (gains) and losses on sales, net (395) Noninterest income excluding investment (gains) and losses on sales of securities, net 30,347 Efficiency Ratio (excluding investment gains, ORE expense, and merger-related charges) 49.6%

Total average assets $ 11,038

Noninterest expense to avg. assets 2.26% Adjustment due to ORE expenses and merger-related charges -0.12% Noninterest expense (excluding ORE expense, and merger-related charges) to avg. assets 2.14%

36 Non-GAAP Reconciliations – BNCN

3 months For the 3 Years ended December 31, 2016 2015 2014 For the 3 Years ended December 31, ended Dec 2016 2015 2003 31, 2016 Operating Earnings per Share, Diluted (1) Operating Return on Average Assets (1) Net income (GAAP) $ 62,913 $ 44,450 $ 29,390 Net income (GAAP) $ 15,691 $ 62,913 $ 44,450 $ 3,407 Transaction-related expenses, net of tax 10,666 8,364 5,641 Transaction-related expenses, net of tax 5,746 10,666 8,364 - Loss on extinguishment of debt, net of tax 377 481 386 Loss on extinguishment of debt, net of tax 377 377 481 - Insurance settlement, net of tax - - 484 Securities gains (losses), net of tax 4 4 557 - Securities gains (losses), net of tax 4 557 (322) Operating earnings (non-GAAP) $ 21,810 $ 73,952 $ 52,738 $ 3,407 Operating earnings (non-GAAP) $ 73,952 $ 52,738 $ 35,255 Average assets 7,158,393 6,311,531 4,720,107 331,907 Weighted average fully diluted shares outstanding 45,185 35,782 29,152 Operating return on average assets (non-GAAP) 1.21% 1.17% 1.12% 1.03% Operating earnings per share, diluted (non-GAAP) $ 1.64 $ 1.47 $ 1.21

Dec. 31, For the 3 months ended, Note: $ and share counts in thousands 2016 Operating Efficiency Ratio (3) (1) Operating earnings per diluted share, operating non-interest income, operating non-interest expense, Non-interest expense (GAAP) $ 47,565 operating income tax expense, operating return on average assets, and operating return on average tangible Transaction-related expenses 9,121 common equity are non-GAAP financial measures and exclude the after-tax effect of transaction-related Loss on extinguishment of debt 598 charges, loss on extinguishment of debt, securities gains (losses) and other one-time charges. Management Operating non-interest expense (non-GAAP) 37,846 believes that these non-GAAP performance measures provide additional useful information that allows Net interest income, FTE 61,454 readers to evaluate the ongoing performance of the company. Non-interest income - GAAP 11,696 (2) The tangible measures are non-GAAP financial measures and exclude the effect of period end or average Securities gains (losses), net 6 balance of intangible assets. Management believes that these non-GAAP tangible measures provide Operating efficiency ratio (non-GAAP) 51.74% additional useful information, particularly since these measures are widely used by industry analysts for companies with prior merger and acquisition activities. Dec. 31, For the 3 months ended, (3) Operating efficiency ratio is calculated by non-interest expense, excluding transaction-related expenses, and 2016 loss on extinguishment of debt, divided by the sum of FTE net interest income and non-interest income Operating Return on Average Tangible Common Equity (2) excluding securities gains (losses). Management believes this non-GAAP operating measure provides Net income (GAAP) $ 15,691 additional useful information that allows readers to evaluate the ongoing performance of the company. Amortization of intangibles, net of tax 888 Transaction-related expenses, net of tax 5,746 Loss on extinguishment of debt, net of tax 377 Securities gains (losses), net of tax 4 Operating tangible net income (non-GAAP) 22,698 Average common shareholders equity 864,656 Average intangible assets 241,802 Average tangible common shareholders' equity (non-GAAP) 622,854 Operating return on average tangible common equity (non-GAAP) 14.50%

37